Examples of ROFO Deposit in a sentence
In the event that the Other Member elects to deliver a ROFO Acceptance pursuant to Section 9.1.4 above, the closing of the purchase and sale contemplated thereby shall occur on a mutually acceptable date, not more than one hundred and twenty (120) days after the delivery of the ROFO Acceptance, through a “New York style” closing with the title company holding the ROFO Deposit.
The ROFO Deposit shall be nonrefundable to AIR (except in the event of a material default of DevCo in performing its closing obligations pursuant to the purchase and sale agreement for the transaction, which shall be in the form attached to the form of Standard Lease (which is attached hereto as Exhibit A)).
The failure of the Other Member to deliver the ROFO Deposit within one (1) Business Day shall result in the ROFO Acceptance being deemed ineffective automatically, and without any additional action required by the Initiating Member.
The ROFO Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to DevCo, who shall perform the services of escrow agent for the closing of the ROFO Property.
The ROFO Deposit shall be refundable to the Forced Sale Responding Member except in the event the ROFO Closing does not occur as a result of a default by the Forced Sale Responding Member in performing its closing obligations pursuant to this Section 12.1(c), in which case the ROFO Deposit shall be retained by the Forced Sale Initiating Member as liquidated damages in lieu of all other remedies.
The ROFO Deposit shall be nonrefundable to the ROFO Purchaser and shall be applied against the ROFO Purchase Price to be paid at the closing referenced below or shall be paid as liquidated damages in the event of default by the Transferring Member in performing its closing obligations pursuant to clause (ii) of this paragraph (C).
The balance of the ROFO Purchase Price (less the amount of the ROFO Deposit) shall be paid in immediately available funds and the Transferring Member shall convey good and marketable title to its Membership Interest to ROFO Purchaser or its designee free and clear of all encumbrances.
If as a result of a default of Forced Sale Responding Member under this Section 12.1(c) the ROFO Closing is not consummated, then the Forced Sale Initiating Member shall be entitled to retain the ROFO Deposit as liquidated damages in lieu of all other remedies, and the Forced Sale Responding Member shall be prohibited from sending a Forced Sale Notice for a period ending on the two (2) year anniversary of the ROFO Closing Date.
ROFO Escrow Agent’s duties hereunder shall be limited to the safekeeping of the ROFO Deposit received by it as ROFO Escrow Agent (and interest and income earned thereon) and for its disbursement in accordance with this Escrow Agreement.
Escrow Agent shall hold the ROFO Deposit (or portions thereof) as provided above and shall continue to hold and shall disburse the ROFO Deposit (or portions thereof) in accordance with the terms of the LP Agreement.